Vesuvius plc Prospectus

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PART V DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS Directors The Directors and their principal functions are as follows: Directors Functions John McDonough CBE .......................... Chairman François Wanecq ............................... Chief Executive Chris O’Shea .................................. Finance Director Christer Gardell ................................ Non-Executive Director Jeff Hewitt .................................... Non-Executive Director Jan Oosterveld ................................. Non-Executive Director John Sussens .................................. Non-Executive Director The business address of each of the Directors is the Company’s registered address at 165 Fleet Street, London EC4A 2AE. Company Secretary Rachel Fell Registered Office 165 Fleet Street London EC4A 2AE Tel: 020 7822 0000, or, when dialling from outside the UK, +44 (0)20 7822 0000. Registered in England and Wales with number 8217766. 26
SPONSOR AND FINANCIAL ADVISER Rothschild New Court St. Swithin’s Lane London EC4N 8AL JOINT BROKER JOINT BROKER BofA Merrill Lynch 2 King Edward Street London EC1A 1HQ J.P. Morgan Cazenove 25 Bank Street Canary Wharf London E14 5JP LEGAL ADVISERS TO VESUVIUS LEGAL ADVISERS TO THE SPONSOR AND FINANCIAL ADVISER Linklaters LLP One Silk Street London EC2Y 8HQ Ashurst LLP Broadwalk House 5 Appold Street London EC2A 2HA REPORTING ACCOUNTANTS REGISTRARS KPMG Audit Plc 15 Canada Square Canary Wharf London E14 5GL AUDITORS KPMG LLP 15 Canada Square Canary Wharf London E14 5GL 27 Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA
Page 1 and 2: Prospectus dated 1 November 2012 TH
Page 3 and 4: The Vesuvius Shares have not been a
Page 5 and 6: PART I SUMMARY Summaries are made u
Page 7 and 8: Element Disclosure requirement B.6
Page 9 and 10: Element Disclosure requirement SUMM
Page 11 and 12: Element Disclosure requirement Sect
Page 13 and 14: PART II RISK FACTORS In addition to
Page 15 and 16: provided by former owners of certai
Page 17 and 18: will remain with Vesuvius and all p
Page 19 and 20: things, taxes and transitional serv
Page 21 and 22: PART III IMPORTANT INFORMATION Pres
Page 23 and 24: (b) determine that such Vesuvius Sh
Page 25: (2) If either the Court Meeting or
Page 29 and 30: PART VII INFORMATION ON VESUVIUS Yo
Page 31 and 32: 80 70 60 50 40 30 20 10 0 Source WS
Page 33 and 34: Foundry division sales (£ per tonn
Page 35 and 36: extreme thermo-mechanical stresses
Page 37 and 38: facilities in, for example, Poland,
Page 39 and 40: customer base is evidenced by the f
Page 41 and 42: 28 per cent. of Vesuvius’ revenue
Page 43 and 44: 2.2.4 Funding of PMP inventory In l
Page 45 and 46: PART VIII OPERATING AND FINANCIAL R
Page 47 and 48: Vesuvius’ products are largely si
Page 49 and 50: Net sales value Net sales value is
Page 51 and 52: For the year ending 31 December 201
Page 53 and 54: continued into 2012 with demand for
Page 55 and 56: Following the Demerger, the UK Plan
Page 57 and 58: 1.4 Results of operations FY 2009 F
Page 59 and 60: The Foundry business facility in Pi
Page 61 and 62: Vesuvius has a policy of broadly ma
Page 63 and 64: Headline profit before tax Headline
Page 65 and 66: in the historical financial informa
Page 67 and 68: Net profit on disposal of continuin
Page 69 and 70: 3 Liquidity and capital resources T
Page 71 and 72: Acquisition of subsidiaries: a cash
Page 73 and 74: 3.1.3 Comparison of the year ended
Page 75 and 76: 3.3 Indebtedness HY 2011 (unaudited
Page 77 and 78:
4.3 Liquidity risk Liquidity risk i
Page 79 and 80:
stream of income exactly matching f
Page 81 and 82:
PART IX HISTORICAL FINANCIAL INFORM
Page 83 and 84:
Statement of comprehensive income H
Page 85 and 86:
Balance sheet Notes HY 2011 HY 2012
Page 87 and 88:
Notes to the condensed financial st
Page 89 and 90:
6 Amortisation of intangible assets
Page 91 and 92:
For the purposes of calculating dil
Page 93 and 94:
15 Exchange rates Vesuvius reports
Page 95 and 96:
SECTION B: AUDITED CONSOLIDATED FIN
Page 97 and 98:
Statement of cash flows FY 2009 FY
Page 99 and 100:
Changes in invested capital FY 2009
Page 101 and 102:
2.2 Other principles applied In add
Page 103 and 104:
• The estimates and underlying as
Page 105 and 106:
(b) Deferred tax Vesuvius has recog
Page 107 and 108:
5.2 Business segments For reporting
Page 109 and 110:
5.4 Geographic analysis of external
Page 111 and 112:
10 Finance costs and finance income
Page 113 and 114:
FY 2009 FY 2010 FY 2011 (£m) Excep
Page 115 and 116:
From 1 April 2012, the UK corporati
Page 117 and 118:
15 Reconciliation of movement in ne
Page 119 and 120:
Freehold property Leasehold propert
Page 121 and 122:
FY 2009 FY 2010 FY 2011 (£m) Steel
Page 123 and 124:
historical loss experience. Histori
Page 125 and 126:
ate swaps designated as cash flow h
Page 127 and 128:
• to have available the necessary
Page 129 and 130:
The tables below show the net unhed
Page 131 and 132:
charged in the income statement and
Page 133 and 134:
In July 2010 the UK government anno
Page 135 and 136:
(b) Other principal actuarial valua
Page 137 and 138:
25.4 Defined benefit obligation The
Page 139 and 140:
Defined benefit pension plans Other
Page 141 and 142:
26 Share-based payments In accordan
Page 143 and 144:
28.2 Operating lease commitments FY
Page 145 and 146:
31 Dividends FY 2009 FY 2010 FY 201
Page 147 and 148:
The acquisition of Metallurgica was
Page 149 and 150:
(2) The annual incentive bonuses aw
Page 151 and 152:
Allocations outstanding as at 1 Jan
Page 153 and 154:
Nick Salmon Allocations outstanding
Page 155 and 156:
mid-market closing price of Cookson
Page 157 and 158:
Declaration For the purposes of Pro
Page 159 and 160:
Notes: (1) The financial informatio
Page 161 and 162:
Our work has not been carried out i
Page 163 and 164:
Non-United Kingdom resident shareho
Page 165 and 166:
is subject to US federal income tax
Page 167 and 168:
PART XII DIRECTORS, RESPONSIBLE PER
Page 169 and 170:
3 Directors’ interests 3.1 Direct
Page 171 and 172:
The overall intention is that this
Page 173 and 174:
François Wanecq François Wanecq i
Page 175 and 176:
7.3 Board committees The principal
Page 177 and 178:
Vesuvius Director Current directors
Page 179 and 180:
PART XIII ADDITIONAL INFORMATION 1
Page 181 and 182:
as if section 561(1) of the Compani
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2.10 The Vesuvius Shares are in reg
Page 185 and 186:
meeting of the holders of the share
Page 187 and 188:
Vesuvius Directors may be appointed
Page 189 and 190:
Any Director who holds any executiv
Page 191 and 192:
6.2 Save as disclosed in this parag
Page 193 and 194:
9.1.4 Cookson stakeholder scheme Th
Page 195 and 196:
There are two types of award that t
Page 197 and 198:
discretionary bonus under any discr
Page 199 and 200:
Participants who, at the request of
Page 201 and 202:
Restricted share awards These are s
Page 203 and 204:
If a participant ceases employment
Page 205 and 206:
consigned precious metals is establ
Page 207 and 208:
14 Significant subsidiaries and joi
Page 209 and 210:
18.5 Rothschild, whose address is N
Page 211 and 212:
PART XV DEFINITIONS The following d
Page 213 and 214:
Cookson Shares the ordinary shares
Page 215 and 216:
Pension Insurance Corporation Pensi
Page 217 and 218:
Vesuvius Articles the articles of a
Page 219 and 220:
SOLAR CRUCIBLE a brand name for a l
Page 222:
Printed by RR Donnelley 410488
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Vesuvius plc Prospectus

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